**Exhibit      3(c)**

**HANOVER      FOODS CORPORATION**

**Amended      and Restated Bylaws**

 These    Bylaws are supplemental to the PennsylvaniaBusiness Corporation Law of 1988, as the same shallfrom time to time be in effect.

**GENERAL**

**Office.**

 The principal      office of Hanover Foods Corporation (the “Corporation”) shallbe in Penn Township, York County, Pennsylvania. 

**Seal.**

 The Corporation      shall have a common seal containing the words “Hanover Foods Corporation – Pennsylvania” ina circle within which the word “SEAL” is contained. 

**Fiscal      Year.**

 The fiscal      year of the Corporation shall end with the close of business on Sundaynearest May 3lst. 

**SHAREHOLDERS**

**Place      of Shareholders' Meetings.**

 All meetings      of the shareholders shall be held at such place or places, inside or outside      the Commonwealth of Pennsylvania, as determined by the Board of Directorsfrom time to time. 

**Annual      Shareholders' Meeting.**

 The annual      meeting of the shareholders for the election of directors and the transaction      of such other business as may properly come before such meeting shall be      held at such time and place as determined by the Board of Directors. Any      business which is a proper subject for shareholder action may be transacted      at the annual meeting, irrespective of whether the notice of said meeting      contains any reference thereto, except as otherwise provided by applicablelaw. 

**Special      Meetings of Shareholders.**

 Special      meetings of the shareholders may be called at any time by the Board of      Directors or the Chairman or the Chief Executive Officer or as providedby applicable law. 

**Conduct      of Shareholders' Meetings.**

 The Chairman      shall preside at all shareholders' meetings. In the absence of the Chairman,      the Chief Executive Officer shall preside, or in his absence, the Secretary      shall preside or, in his absence, any officer designated by the Board of      Directors shall preside. The officer presiding over the shareholders' meeting      may establish such rules and regulations for the conduct of the meeting      as he or she may deem to be reasonably necessary or desirable for the orderly      and expeditious conduct of the meeting. Unless the officer presiding over      the shareholders' meeting otherwise requires, shareholders need not voteby ballot on any questions. 

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**Proposals      by Shareholders.**

 Any proposal      by a shareholder which is to be submitted for consideration by shareholders      at such meeting must be submitted by June 1 of the year in which the annual      shareholders meeting is to be held All late proposals shall be disregarded      by the Chairman of the meeting. Notwithstanding the foregoing, even if      a shareholder proposal is submitted before the June 1 deadline, the Chairman      of the annual meeting shall not be required to submit the proposal to the      shareholders if the Chairman is advised by legal counsel that such proposal      is not required to be submitted to shareholders under the Pennsylvania      Business Corporation Law of 1988 (which, as amended from time to time,is hereafter called the “BCL”). 

**DIRECTORS**

**Management      by Board of Directors.**

 The business      and affairs of the Corporation shall be managed by its Board of Directors      who need not be residents of the Commonwealth of Pennsylvania or shareholders      of the Corporation. The Board of Directors may exercise all such powers      of the Corporation and do all such lawful acts and things as are not by      statute, regulation, the Amended and Restated Articles of Incorporation      (the “Articles”) or these Amended and Restated Bylaws (the “Bylaws”)directed or required to be exercised or done by the shareholders. 

**Nomination      for Directors.**

 Nominations      for election to the Board of Directors may be made by the Board of Directors      or by any shareholder of a class of stock entitled to vote for the election      of directors. Nominations, other than those made by or on behalf of the      Board of Directors, shall be made in -writing, and shall be delivered to      the Secretary in writing not later than June I of the calendar year in      'which the meeting to elect the director or directors is to be held. A      nomination, other than those made by or on behalf of the Board of Directors,shall contain or be accompanied by the following: 

The name and      address of each proposed nominee;

The qualifications      of each proposed nominee; 

 All other      information required by Schedule 14A adopted by the Securities and ExchangeCommission under the Securities Exchange Act of 1934; and 

 Written      confirmation executed by the proposed nominee that such proposed nomineehas agreed to serve if elected. 

 Nominations      not made in accordance with this Section shall be disregarded by the Chairman      of the meeting and the judge or judges of Election shall disregard all      votes cast for that nominee. Notwithstanding the foregoing, if the number      of directors to be elected is increased subsequent to the June 1 deadline,      the deadline for the submission of nominations for director by shareholders      pursuant to this section shall be 15 calendar days after the Corporation      mails notice of the meeting at which the additional directors are to beelected. 

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**Number and      Classification of Directors.**

 The Board      of Directors shall consist of not less than seven (7) and not more than      fifteen (15) directors. The Board of Directors may exercise all such powers      of the Corporation and do all such lawful acts and things as are not by      statute or by the Articles or by these Bylaws directed or required to be      exercised or done by the shareholders. The Board of Directors shall be      divided into four (4) classes, as described in the Articles. The Board      of Directors shall be divided into four (4) classes, as nearly equal in      number as possible, known as Class A, consisting of three (3) directors,      Class B, consisting of two (2) directors, Class C, consisting of two (2)      directors, and Class D, consisting of two (2) directors. In all other respects      the provisions of Article 7 of the Articles shall continue in full force      and effect and this amendment shall not alter the terms of members of eachclass. 

**Resignations      of Directors.**

 Any director      may resign at any time. Such resignation shall be in writing, but the acceptancethereof shall not be necessary to make it effective. 

**Compensation      of Directors.**

 No director      shall be entitled to any salary, as such, but the Board of Directors may      fix, from time to time, a reasonable annual fee for acting, as a director      and a reasonable fee to be paid each director for his or her services inattending meetings of the Board or committees thereof. 

**Regular      Meetings.**

 Regular      meetings of the Board of Directors shall be held on such day, at such hour,      and at such place, consistent with applicable law, as the Board shall from      time to time designate or as may be designated in any notice from the Secretary      calling the meeting. The Board of Directors shall meet for reorganization      at the first regular meeting following the annual meetings of shareholders      at which the directors are elected. Notice need not be given of regular      meetings of the Board of Directors which are held at the time and place      designated by the Board of Directors. If a regular meeting is not to be      held at the time and place designated by the Board of Directors, notice      of such meeting, which need not specify the business to be transacted thereat      and which may be either oral or written, shall be given by the Secretary      to each member of the Board at least twenty-four hours before the timeof the meeting. 

**Special      Meetings.**

 Special      meetings of the Board of Directors may be called by the Chairman and shall      be called whenever a majority of the members of the Board so request in      writing. A special meeting of the Board of Directors shall be deemed to      be any meeting other than the regular meeting of the Board of Directors.      Notice of the time and place of every special meeting, which need not specify      the business to be transacted thereat and which may be either oral or written,      shall be given by the Secretary to each member of the Board at least twenty-fourhours before the time of such meeting. 

**Committees.**

 The following      committees of the Board of Directors may be established by the Board of      Directors in addition to any other committee the Board of Directors may      in its discretion establish: (a) Audit Committee; and (b) CompensationCommittee. 

**Audit      Committee.**

 The Audit      Committee shall consist of at least two (2) directors, each of whom shall      be independent. Meetings of the Audit Committee may be called at any time      by the Chairman of the Audit Committee and shall be called whenever two      or more members of the Committee so request in writing. The Audit Committeeshall have the following authority, powers and responsibilities: 

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To select      each year the independent accountants to audit the annual financial statements      of the Corporation and its consolidated subsidiaries and to review the      fees charged for such audits or for special engagements given to such accountants;

 To meet      with the independent accountants, Chairman, Chief Executive Officer, Chief      Financial Officer and any other Corporation executives as the Audit Committee      deems appropriate at such times as the Audit Committee shall determine      to review: (i) the scope of the audit plan; (ii) the Corporation's financial      statements; (iii) the results of external and internal audits; (iv) the      effectiveness of the Corporation's system of internal controls; (v) any      limitations imposed by Corporation personnel on the independent public      accountants; and (vi) such other matters as the Audit Committee shall deemappropriate; 

 To report      to the entire Board at such time as the Audit Committee shall determine;and 

 To take      such other action as the Audit Committee shall deem necessary or appropriateto assure that the interests of the Corporation are adequately protected. 

**Compensation      Committee.**

 The Compensation      Committee shall consist of at least two (2) directors. Meetings of the      Committee may be called at any time by the Chairman of the Committee and      shall be called whenever two or more members of the Committee so request      in- writing. The Committee shall review compensation of executive officers      and make recommendations to the Board of Directors regarding executive      compensation and shall have such other duties as the Board of Directorsprescribes. 

**Appointment      of Committee Members.**

 The Board      of Directors shall appoint or shall establish a method of appointing the      members of the Audit and Compensation Committees and of any other committee      established by the Board of Directors, and the Chairman of each such committee,to serve until the next annual meeting of shareholders. 

**Absentee      Participation in Meetings.**

 A director      may participate in a meeting of the Board of Directors or a meeting of      a committee established by the Board of Directors by use of a conference      telephone or similar communications equipment, by means of which all personsparticipating in the meeting can hear each other. 

**OFFICERS**

**Officers**. 

 The officers      of the Corporation shall be a Chairman, a Chief Executive Officer, a President,      one or more Vice Presidents, a Secretary, a Treasurer, and such other officers      and assistant officers as the Board of Directors may from time to time      deem advisable. Except for the Chairman, Chief Executive Officer, President,      Secretary and Treasurer, the Board may refrain from filling any of the      said offices at any time and from time to time. The same individual may      hold any two or more offices. The following officers shall be elected by      the Board of Directors at the time, in the manner and for such terms as      the Board of Directors from time to time shall determine: Chairman, Chief      Executive Officer, President, Secretary, and Treasurer. The Chairman may      appoint such other officers and assistant officers as he may deem advisable      provided such officers or assistant officers have a title no higher than      Vice President, who shall hold office for such periods as the Chairman      shall determine. Any officer may be removed at any time, with or withoutcause, and regardless of the term for which such officer was elected. 

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**Chairman.**

 The Chairman      shall be a member of the Board of Directors and shall preside at the meetings      of the Board and shareholders and perform such other duties as may be prescribedby the Board of Directors. 

**Chief      Executive Officer.**

 The Chief      Executive Officer shall have general supervision of all of the departments      and business of the Corporation; he or she shall prescribe the duties of      the other officers and employees and see to the proper performance thereof.      The Chief Executive Officer shall be responsible for having all orders      and resolutions of the Board of Directors carried into effect. The Chief      Executive Officer shall execute on behalf of the Corporation and may affix      or cause to be affixed a seal to all authorized documents and instruments      requiring such execution, except to the extent that signing and execution      thereof shall have been delegated to some other officer or agent of the      Corporation by the Board of Directors or by the Chief Executive Officer.      The Chief Executive Officer shall be a member of the Board of Directors.      In the absence or disability of the Chairman or his or her refusal to act,      the Chief Executive Officer shall preside at meetings of the Board. In      general, the Chief Executive Officer shall perform all the duties and exercise      all the powers and authorities incident to his or her office or as prescribedby the Board of Directors. 

**President.**

 The President      shall perform such duties as are incident to his or her office or prescribed      by the Board of Directors or the Chief Executive Officer. In the event      of the absence or disability of the Chief Executive Officer or his or her      refusal to act, the President shall perform the duties and have the powers      and authorities of the Chief Executive Officer. The President shall execute      on behalf of the Corporation and may affix or cause to be affixed a seal      to all authorized documents and instruments requiring such execution, except      to the extent that signing and execution thereof shall have been delegated      to some other officer or agent of the Corporation by the Board of Directorsor the President. 

**Vice Presidents.**

 The Vice      Presidents shall perform such duties, do such acts and be subject to such      supervision as may be prescribed by the Board of Directors, the Chief Executive      Officer and President. In the event of the absence or disability of the      Chief Executive Officer and the President or their refusal to act, the      Vice Presidents, in the order of their rank, and within the same rank in      the order of their seniority, shall perform the duties and have the powers      and authorities of the Chief Executive Officer and President, except tothe extent inconsistent with applicable law. 

**Secretary.**

 The Secretary      shall act under the supervision of the Chief Executive Officer and President      or such other officer as the Chief Executive Officer and President may      designate. Unless a designation to the contrary is made at a meeting, the      Secretary shall attend all meetings of the Board of Directors and all meetings      of the shareholders and record all of the proceedings of such meetings      in a book to be kept for that purpose, and shall perform like duties for      the standing committees when required by these Bylaws or otherwise. The      Secretary shall keep a seal of the Corporation, and, when authorized by      the Board of Directors, Chief Executive Officer and President, cause the      seal to be affixed to any documents and instruments requiring it. The Secretary      shall perform such other duties as may be prescribed by the Board of Directors,      Chief Executive Officer and President or such other supervising officeras the Chief Executive Officer and President may designate. 

**Treasurer.**

 The Treasurer      shall act under the supervision of the Chief Executive Officer and President      or such other officer as the Chief Executive Officer and President may      designate. The Treasurer shall have custody of the Corporation's funds      and such other duties as may be prescribed by the Board of Directors, Chief      Executive Officer and President or such other supervising officer as theChief Executive Officer and President may designate. 

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**Assistant      Officers.**

 Unless      otherwise provided by the Board of Directors, each assistant officer shall      perform such duties as shall be prescribed by the Board of Directors, Chief      Executive Officer and President or the officer to whom he or she is an      assistant. In the event of the absence or disability of an officer or his      or her refusal to act, his or her assistant officers shall, in the order      of their rank, and within the same rank in the order of their seniority,have the powers and authorities of such officer. 

**General      Powers.**

 The officers      are authorized to do and perform such corporate acts as are necessary in      the carrying on of the business of the Corporation, subject always to thedirections of the Board of Directors. 

**PERSONAL      LIABILITY AND INDEMNIFICATION**

**Personal      Liability of Directors.**

 A director      of this Corporation shall not be personally liable, as such, for monetarydamages for any action taken, or any failure to take any action, unless: 

 the director      has breached or failed to perform the duties of his office under Chapter17, Subchapter B of the BCL; and 

 the breachor failure to perform constitutes self-dealing, willful misconduct or recklessness 

 This Section      I of Article IV shall not apply to a director's liability for monetarydamages to the extent prohibited by Section 1713(b) of the BCL. 

**Mandatory      Indemnification.**

 The Corporation      shall, to the fullest extent permitted by applicable law, indemnify its      directors and officers who were or are a party or are threatened to be      made a party to any threatened, pending or completed action, suit or proceeding,      whether civil, criminal, administrative or investigative (whether or not      such action, suit or proceeding arises or arose by or in the right of the      Corporation or other entity) by reason of the fact that such director or      officer is or was a director or officer of the Corporation or is or was      serving at the request of the Corporation as a director, officer, employee,      general partner, agent or fiduciary of another corporation, partnership,      joint venture, trust or other enterprise (including service with respect      to employee benefit plans), against expenses (including, but not limited      to, reasonable attorneys' and investigation fees and costs), judgments,      fines (including excise taxes assessed on a person with respect to any      employee benefit plan) and amounts paid in settlement actually and reasonably      incurred by such director or officer in connection with such action, suit      or proceeding, except as otherwise provided in Section 4 of Article IV      hereof. Persons who were directors or officers of the Corporation prior      to the date this Section is approved by members of the Corporation, but      who do not hold such office on or after such date, shall not be covered      by this Section 2 of Article IV. A director or officer of the Corporation      entitled to indemnification under this Section 2 of Article IV is hereaftercalled a “person covered by Section 2 of Article IV hereof”. 

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**Expenses.**

 Expenses      incurred by a person covered by Section 2 of Article IV hereof in defending      a threatened, pending or completed civil or criminal action, suit or proceeding      shall be paid by the Corporation in advance of the final disposition of      such action, suit or proceeding upon receipt of an undertaking by or on      behalf of such person to repay such amount if it shall ultimately be determined      that such person is not entitled to be indemnified by the Corporation,      except as otherwise provided in Section 4 of Article IV. 

**Exceptions.**

 No indemnification      under Section 2 of Article IV or advancement or reimbursement of expenses      under Section 3 of Article IV shall be provided to a person covered by      Section 2 of Article IV hereof: (a) with respect to expenses or the payment      of profits arising from the purchase or sale of securities of the Corporation      in violation of Section 16(b) of the Securities Exchange Act of 1934, as      amended; (b) if a final unappealable judgment or award establishes that      such director or officer engaged in intentional misconduct or a transaction      from which the director or officer derived an improper personal benefit;      (c) for expenses or liabilities of any type whatsoever (including, but      not limited to, judgments, fines, and amounts paid in settlement) which      have been paid directly to, or for the benefit of, such person by an insurance      carrier under a policy of officers' and directors' liability insurance      whose premiums are paid for by the Corporation or by an individual or entity      other than such director or officer; and (d) for amounts paid in settlement      of any threatened, pending or completed action, suit or proceeding without      the written consent of the Corporation, which written consent shall not      be unreasonably withheld. The Board of Directors of the Corporation is      hereby authorized, at any time by resolution, to add to the above list      of exceptions from the right of indemnification under Section 2 of Article      IV or advancement or reimbursement of expenses under Section 3 of Article      IV, but any such additional exception shall not apply with respect to any      event, act or omission which occurred prior to the date that the Board      of Directors in fact adopts such resolution. Any such additional exception      may, at any time after its adoption, be amended, supplemented, waived or      terminated by further resolution of the Board of Directors of the Corporation. 

**Continuation      of Rights.**

 The indemnification      and advancement or reimbursement of expenses provided by, or granted pursuant      to, this Article IV shall continue as to a person who has ceased to be      a member, director or officer of the Corporation, and shall inure to the      benefit of the heirs, executors and administrators of such person. 

**General      Provisions.**

 (a)   The      term “to the fullest extent permitted by applicable law”, as      used in this Article IV shall mean the maximum extent permitted by public      policy, common law or statute. Any person covered by Section 2 of Article      IV hereof may, to the fullest extent permitted by applicable law, elect      to have the right to indemnification or to advancement or reimbursement      of expenses, interpreted, at such person's option; (i) on the basis of      the applicable law on the date this Section was approved by the shareholders;      or (ii) on the basis of the applicable law in effect at the time of the      occurrence of the event, act or omission giving rise to the action, suit      or proceeding, or (iii) on the basis of the applicable law in effect at      the time indemnification is sought. 

 (b)   The      right of a person covered by Section 2 of Article IV hereof to be indemnified      or to receive an advancement or reimbursement of expenses pursuant to Section      3 of Article IV; (i) may be enforced as a contract right pursuant to which      the person entitled thereto may bring suit as if the provisions hereof      were set forth in a separate written contract between the Corporation and      such person; (ii) to the fullest extent permitted by applicable law, is      intended to be retroactive and shall be available with respect to events,      acts or omissions occurring prior to the adoption hereof; and (iii) shall      continue to exist after the rescission or restrictive modification (as      determined by such person) of any provision of this Article IV with respect      to events, acts and omissions occurring before such rescission or restrictive      modification is adopted. 

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(c)   If      a request for indemnification or for the advancement or reimbursement of      expenses pursuant hereto is not paid in full by the Corporation within      thirty (30) days after a written claim has been received by the Corporation      together with all supporting information reasonably requested by the Corporation,      the claimant may at any time thereafter bring suit against the Corporation      to recover the unpaid amount of the claim (plus interest at the prime rate      announced from time to time by the Corporation's primary lending bank)      and, if successful in whole or in part, the claimant shall be entitled      also to be paid the expenses (including, but not limited to, attorneys'      and investigation fees and costs) of prosecuting such claim. Neither the      failure of the Corporation (including its Board of Directors or independent      legal counsel) to have made a determination prior to the commencement of      such action that indemnification of or the advancement or reimbursement      of expenses to the claimant is proper in the circumstances, nor an actual      determination by the Corporation (including its Board of Directors or independent      legal counsel) that the claimant is not entitled to indemnification or      to the reimbursement or advancement of expenses, shall be a defense to      the action or create a presumption that the claimant is not so entitled. 

 (d)   The      indemnification and advancement or reimbursement of expenses provided by,      or granted pursuant to, this Article IV shall not be deemed exclusive of      any other rights to which those seeking indemnification or advancement      or reimbursement of expenses may be entitled under any bylaw, agreement,      vote of shareholders or disinterested directors or otherwise. 

 (e)   Nothing      contained in this Article IV shall be construed to limit the rights and      powers the Corporation possesses under Chapter 17, Subchapter D of the      BCL, or otherwise, including, but not limited to, the powers to purchase      and maintain insurance, create funds to secure or insure its indemnification      obligations, and any other rights or powers the Corporation may otherwise      have under applicable law. 

 (f)   The      provisions of this Article IV may, at any time (and whether before or after      there is any basis for a claim for indemnification or for the advancement      or reimbursement of expenses pursuant hereto), be amended, supplemented,      waived, or terminated, in whole or in part, with respect to any person      covered by Section 2 of Article IV hereof by a written agreement signed      by the Corporation and such person. 

 (g)   The      Corporation shall have the right to appoint the attorney for a person covered      by Section 2 of Article IV hereof, provided such appointment is not unreasonable      under the circumstances. 

**Optional      Indemnification.**

 The Corporation      may, to the fullest extent permitted by applicable law, indemnify, and      advance or reimburse expenses for, persons in all situations other than      that covered by Section 2 of Article IV. 

**SHARES      OF CAPITAL STOCK**

**Authority      to Sign Share Certificate.**

 Every share      certificate of the Corporation shall be signed by the Chairman, Chief Executive      Officer or the President and by the Secretary or one of the Assistant Secretaries.      If the certificate is signed by a transfer agent or registrar, the signature      of any officer of the Corporation on the certificate may be facsimile,      engraved or printed. 

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**Lost or      Destroyed Certificates.**

 Any person      claiming a share certificate to be lost, destroyed or wrongfully taken      shall receive a replacement certificate if such shareholder: (a) requests      such replacement certificate before the Corporation has notice that the      shares have been acquired by a bona fide purchaser; and (b) satisfies anyother reasonable requirements as may be fixed by the Board of Directors. 

**GENERAL**

**Record      Date.**

 The Board      of Directors may fix any time prior to the date of any meeting of shareholders      as a record date for the determination of shareholders entitled to notice      of, or to vote at, the meeting, which time, except in the case of an adjourned      meeting, shall be not more than ninety (90) days prior to the date of the      meeting of shareholders. The Board of Directors may (without limiting the      right of the Board of Directors to establish a record date for other purposes)      fix any time whatsoever (whether or not the same is more than ninety (90)      days) prior to the date for the payment of any dividend, or distribution,      or the date for the allotment of rights, or the date when any change or      conversion or exchange of shares will be made or will go into effect, as      a record date for the determination of the shareholders entitled to receive      payment of any such dividend or distribution, or to receive any such allotment      of rights, or to exercise the rights in respect to any such change, conversionor exchange of shares. 

**Emergency      Bylaws.**

 In the      event of any emergency resulting from an attack on the United States, a      nuclear disaster or another catastrophe as a result of which a quorum cannot      be readily assembled and during the continuance of such emergency, the      following Bylaw provisions shall be in effect, notwithstanding any otherprovisions of these Bylaws. 

 (a)   A      meeting of the Board of Directors or of any committee thereof may be called      by any officer or director upon one hour's notice to all persons entitled      to notice whom, in the sole judgment of the notifier, it is feasible tonotify; 

(b)   The      director or directors in attendance at the meeting of the Board of Directors      or of any committee thereof shall constitute a quorum; and 

(c)   These      Bylaws may be amended or repealed, in whole or in part, by a majority vote      of the directors attending any meeting of the Board of Directors, provided      such amendment or repeal shall only be effective for the duration of such      emergency.

**Severability.**

 If any      provision of these Bylaws is illegal or unenforceable as such, such illegality      or unenforceability shall not affect any other provision of these Bylawsand such other provisions shall continue in full force and effect. 

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**AMENDMENTS**

**Amendments.**

 These Bylaws      may be amended or repealed, in whole or In part, by the affirmative vote      of a majority of the members of the Board of Directors at any regular or      special meeting; subject, however, to the power of the shareholders to      amend or repeal the bylaws at any annual or special meeting duly convened      after notice of that purpose. 

**Recording      Amendments.**

 The text      of all amendments to these Bylaws shall be attached hereto, and a notation      of the date of its adoption and a notation of whether it was adopted by      the directors or the shareholders shall be made in Section 2 of Article      VIII****hereof. 

**ADOPTION      OF BYLAWS AND  RECORD OF AMENDMENTS THERETO**

**Adoption      and Effective Date.**

 These Bylaws      have been adopted and approved by the Board of Directors of the Corporation      on January 15, 1999. These Bylaws shall be effective as of January 15,      1999. 

**Amendments      to Bylaws.**

| **Section          Amended**               |   | **Date          Amended**              |   | **Adopted          By**   |
|--------------------------------------------|--------|----------------------------------------|--------|---------------------------|
|                                            |   |                                        |   |                           |
| Section        2 of Article III, Directors |   | Effective        as of July 25, 2002   |   | Board        of Directors |
| Section        3 of Article III, Directors |   | Effective        as of July 25, 2002   |   | Board of        Directors |
| Section        9 of Article III, Directors |   | Effective        as of August 25, 2004 |   | Board of        Directors |

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